Check a target's statement against the mandatory contents
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Against section 638, list whether the draft includes the information holders and their advisers would reasonably require to assess the offer, and whether each director has either recommended acceptance or non-acceptance with reasons, or given reasons why a recommendation is not made. List any attributed statement and whether the draft says that person has consented, in the form and context used, and has not withdrawn consent before lodgement. Do not write the statement.
- What the lawyer must review
- The lawyer decides what information section 638 requires in this bid, who must make the recommendation where the target is in administration or under a deed, and whether every consent is held.
- Written for / version
- US
Open a jurisdiction version of this task to see which instruments apply: US
Who does what
| Role | What they do |
|---|---|
| Assistance | Against section 638, list whether the draft includes the information holders and their advisers would reasonably require to assess the offer, and whether each director has either recommended acceptance or non-acceptance with reasons, or given reasons why a recommendation is not made. List any attributed statement and whether the draft says that person has consented, in the form and context used, and has not withdrawn consent before lodgement. Do not write the statement. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Information is included only to the extent it is reasonable to expect to find it in the statement, and only if it is known to any of the directors. The defendant bears an evidential burden on those limits.
- In deciding what subsection (1) requires, the section says to have regard to the nature of the bid class securities, the nature of the scheme if they are interests in a managed investment scheme, what holders may reasonably be expected to know, what their advisers may reasonably be expected to know, and the time available.
- If the target is under administration, the liquidator or administrator makes the recommendation statement. If a deed of company arrangement has not terminated, the deed administrator makes it.
- The target must keep the consent. Offences based on subsections (1), (3), (5) and (6) are strict liability. Do not treat those items as optional.
Sources
These are suggested working checks. Confirm the required checking with the responsible lawyer before work starts; the checking approach does not establish permission to use AI.